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DECREE No.33-CP OF MAY 27, 1996 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM SHIPBUILDING INDUSTRY CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to the Law on State Enterprises of April 20, 1995;

At the proposal of the Managing Board of the Vietnam Shipbuilding Industry Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Shipbuilding Industry Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Minister of Communications and Transport, the Governor of the State Bank, the concerned Ministers, the Heads of the concerned ministerial-level agencies and the Heads of the concerned agencies attached to the Government shall have to guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People?s Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Shipbuilding Industry Corporation shall have to implement this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM SHIPBUILDING INDUSTRY CORPORATION
(issued together with Decree No.33-CP of May 27, 1996)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam Shipbuilding Industry Corporation (hereunder referred to as the Corporation) is a large-scale State enterprise established by decision of the Prime Minister, composed of independent-accounting enterprises, dependent-accounting enterprises, and non-business units, which are closely bound together in economic interests, finance, technology, supply, consumption, services, information, training, research and marketing, within the shipbuilding industry and maritime projects, aimed at increasing accumulation, concentration, specialization and cooperation in production in order to raise the business capacity and efficiency of the member units and of the whole Corporation, for achieving the tasks assigned by the State, thus meeting requirements of the economy.

Article 2.- The Corporation has the task of conducting business in building new ships, repairing ships, and other floating equipment and facilities, producing steel structures, oil drilling rigs, including marketing, research, survey, design, project elaboration, trial and actual production and the sale of products; conducting business in the export and import of ship materials and equipment, spare parts and accessories and other commodities related to the shipbuilding industry; entering into cooperation and joint ventures with domestic and foreign economic organizations; and carrying out other business activities as prescribed by law.

Article 3.- The Corporation has:

1. The legal person status under Vietnamese law;

2. Its international transaction name is VIETNAM SHIPBUILDING INDUSTRY CORPORATION, or VINASHIN in abbreviation.

3. The main office of the Corporation is located in Hanoi City.

4. Its organizational and operational statute, and its managerial and executive apparatus.

5. Its capital and properties, and takes responsibility for its debts within the limit of the capital under its management.

6. Its own seal and bank accounts at the State Treasury and banks inside and outside the country.

7. Its balance of properties and centralized funds formed according to Government prescriptions and under the direction of the Ministry of Finance.

Article 4.- The Corporation submits to the State management of the ministries, ministerial-level agencies, agencies attached to the Government, the People?s Committees of the provinces and cities directly under the Central Government; at the same time, it submits to the management of the agencies entrusted with the right of owner of State enterprises as stipulated in the Law on State Enterprises and other provisions of law.

Article 5.- The Corporation is managed by the Managing Board and run by a General Director.

Article 6.- The organization of the Communist Party of Vietnam within the Corporation operates according to the Constitution, the law of the State of the Socialist Republic of Vietnam and the regulations of the Party.

The Trade Union organization and other socio-political organizations within the Corporation operate according to the Constitution and law.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section 1. RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation is entrusted with, and has the right to manage and use the capital, and the land, water, natural resources and other resources entrusted in accordance with law in order to achieve the targets and fulfill the tasks of socio-economic development assigned by the State in each period.

2. The Corporation has the right to re-assign to its member units for management and use of the resources which it has received from the State, and to readjust the resources assigned to its member units in necessary cases and in line with the common development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into cooperation or joint venture, contribute stocks, and buy part or the whole property of another or other enterprises as prescribed by law.

4. The Corporation is entitled to assign, replace, rent, mortgage and pledge property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of the competent State agency, and on the principle of preserving and developing the capital. These rights shall be exercised according to the prescriptions of the land legislation with regard to the land and other resources under the Corporation?s management and use.

Article 8.- The Corporation has the rights in the organization of its management and business as follows:

1. To organize the managerial apparatus and organize business in conformity with the objective and tasks assigned by the State.

2. To renew technology and equipment.

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law;

4. To conduct business in trades and occupations that suit the objectives and tasks assigned by the State; to broaden the scale of business according to the capabilities of the Corporation and market demand, and to conduct other businesses in accordance with the prescriptions of law.

5. To select its own markets and to assign specialization, effect production cooperation among its member units; to conduct direct export and import activities according to the prescriptions of the State.

6. To decide the price frames for the purchase and/or sale of raw materials, materials, main products and services; unify the minimum exporting price and maximum importing price, except for those products and services with their prices of which are set by the State. In cases where the member units must apply prices outside the Corporation?s price frames, there must be the consent of the General Director. The Corporation shall decide the selling prices of products manufactured by different member units as well as the unit prices for each stage of production of these products.

7. To work out and apply the norms for labor, materials and unit price of wage per unit of product, based on the total turnover or profit and within the framework of the norms and unit prices set by the State.

8. To assign responsibilities in the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the laborers on the basis of the unit prices of wage per unit of product, the service fees and the effectiveness of the operation of the Corporation.

9. To invite and receive foreign business partners of the Corporation in Vietnam; and send its representatives abroad to work, study or for study tour, except for the Chairman of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Directors, Directors of member units and other persons in the whole Corporation shall be decided by the General Director.

Article 9.- The Corporation has the following main business tasks:

1. To work out and implement projects on investment and development of the shipbuilding industry; projects on research, designing, building new ships or repairing ships, means of water transport and hydraulic construction equipment.

2. To organize the study of how to use and carry out projects on the application of scientific and technical advances in the shipbuilding industry and the relevant field of communications and transport engineering.

3. To manufacture engineering equipment, accessories, electric and electronic equipment for ships; steel beams and steel structures of various types.

4. To conduct survey, design and construction of shipyards; maritime projects; related communications and civil construction projects inside and outside the country.

5. To dismantle old ships and process discarded materials; to produce and supply assorted metal and non-metal raw materials, materials, and products in service of the shipbuilding industry and communications and transport industry.

6. To organize and conduct trial operation of capabilities of the newly produced means of water and sea transport.

7. To directly export and import materials, assessories and water transport equipment and services for sailors.

8. To provide consultancy on investment and development of the shipbuilding and ship-repairing industry.

9. To organize the training of the contingent of cadres and workers inside and outside the country to meet business requirements of the Corporation as well as of the domestic and foreign partners.

10. The Corporation is the main Vietnamese partner in implementing cooperation and joint venture projects in the shipbuilding and ship-repairing industry, carrying out projects on scientific and technical cooperation, consultancy services and technical design with foreign partners.

11. To study and propose to the State general plan, plans, investment projects, mechanisms and policies in service of the development of the shipbuilding industry in the whole country.

Article 10.- The Corporation has the following powers in the financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of their preservation and effectiveness. In case these capital sources should be used for purposes other than the prescribed one, reimbursement must be made.

2. To raise capital by itself for business activities without changing the form of ownership; to issue bonds as defined by law; to mortgage the land use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to prescriptions of law.

3. To set up, manage and use the centralized funds and the capital depreciation fund at the level and rate of deduction, and according the regime of utilization and management of these funds in conformity with the Financial Regulation of the Corporation.

4. The Corporation may use the remaining profits after fulfilling all obligations to the State to establish the investment development fund and other funds as stipulated and to distribute to the laborers according to the contribution of each to the business results in the year, and according to their respective contributions to the business results in the years, and to their shares (if any).

5. The Corporation is entitled to the regime of subsidies, price subsidies and other preferential regimes of the State when performing its production or supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products or services under the State?s policy on price which cannot make up for the cost of the production of such products or services of the Corporation.

6. The Corporation is entitled to the regime of investment or reinvestment preferences as prescribed by the State.

Article 11.- The Corporation has the right to refuse and denounce all requests for the supply of resources unprescribed by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interests.

Section 2. OBLIGATIONS OF THE CORPORATION

Article 12.-

1. The Corporation has the duty to receive and efficiently use, maintain and develop the capital allocated by the State, including the part of the capital invested in other enterprises; to receive and efficiently use land and water resources and other resources assigned by the State to achieve the targets in business, production and development of the shipbuilding industry of Vietnam and fulfil other tasks assigned by the State.

2. The Corporation has the obligations:

a/ To collect or pay the debts recorded in the balance of accounts of the Corporation at the time of its establishment.

b/ To pay the international credits the Corporation has used by decision of the Government.

c/ To pay the credits directly borrowed by the Corporation or by its member units with the Corporation?s guarantee under trust contracts if these units are unable to pay.

Article 13.- The Corporation has the tasks of managing its business operations as follows:

1. To register and conduct its business in accordance with the already registered business line; to take responsibility before the State for the results of its operations and before the customers and law for its products and services.

2. To work out the development strategy, its five-year and annual plans and the plans for investment and development of production and business in accordance with the development orientations of the shipbuilding industry set by the State and the market demand.

3. To propose to the State guidances for the production and development of the shipbuilding industry, the sale of products, import and export of ships in the whole country.

4. To sign and organize the implementation of economic contracts signed with its partners; to take responsibility before the State for the fulfilment of the State plans or orders.

5. To meet the market demands and stabilize prices with regard to ship building and repairing, including the import and export of ships and floating equipment in accordance with the prescriptions of the State.

6. To renew and modernize the technology and mode of management; the income generated from the assignment of property must be used for re-investment and renewal of the equipment and technology of the Corporation;

7. To perform its obligations toward the laborers as prescribed by the Labor Code and ensure that the laborers participate in the management of the Corporation.

8. The Corporation and its member units shall have to contribute to the socio-economic development in the areas where the member units are located; and to build up relations of economic cooperation in the investment, technique and development of the shipbuilding industry with other enterprises outside the Corporation.

9. To observe the State?s regulations on the protection of natural resources and the environment, national defense and security.

10. To abide by the regime of statistical and financial reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner, and take responsibility for the accuracy of the reports.

11. To be subject to supervision by the representative of the owner; to abide by the regulations on inspection by the financial agency and other competent State agencies as prescribed by law.

Article 14.-

1. The Corporation has the duty to strictly observe the regime and regulations on the management of capital, property, the various funds, book-keeping, cost accounting, the audit regime and other regimes prescribed by the State, and to take responsibility for the accuracy of its financial operations.

2. The Corporation has the duty to make public its annual financial reports and other information so as to make a correct and objective evaluation of its operations as prescribed by the Government.

3. The Corporation shall have to fulfil its obligations of paying taxes and other remittances to the State budget as prescribed by law. In case the property transferred by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall not have to pay registration tax. The semi-finished products transferred internally among the member units for the continued completion and the raw materials and services transferred internally among the member units in service of production shall not be subject to turnover tax.

Chapter III

THE MANAGING BOARD, THE CONTROL COMMISSION

Article 15.-

1. The Managing Board performs its function of managing the operation of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a/ To receive capital (including debts), land, water areas, natural resources and other resources assigned to the Corporation by the State.

b/ To examine and approve the plans proposed by the General Director for the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the execution of these plans.

c/ To control and supervise all activities in the Corporation; the utilization, preservation and development of the capital and assigned resources; the realization of the resolutions and decisions of the Managing Board and the regulations of law; and the discharge of the obligations toward the State.

d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for ratification concerning the strategy, planning and plan for long-term development, the five-year plan of the Corporation; to decide the annual plan of the Corporation for the General Director to assign it to the member units.

e/ To organize the examination and evaluation of the plan on investment, new investment projects, projects of investment cooperation with foreign parties with capital managed by the Corporation and submit them to the competent agency for approval.

f/ To submit to the Prime Minister for approval, or to decide, if authorized by the Prime Minister, the joint venture projects with foreign countries as provided for by the Government; and to decide the joint venture projects in the country. To submit to the Prime Minister for approval the investment projects of Group A; to decide investment projects of Group C; empowered to decide a number of investment projects of Group B; to empower the General Director or the Directors of its member units to decide the small investment projects.

To approve the plan for organization of management and business of the Corporation proposed by the General Director. To propose the establishment, splitting, merger and dissolution of member units in accordance with the provisions of law.

g/ To issue and supervise the implementation of the economic and technical norms and criteria, including the unit price of wages, products' criteria, trade marks, price brackets for the purchase of raw materials, sale prices of main products and services within the Corporation at the proposal of the General Director and on the basis of the common regulations of the branch and of the country.

h/ To work out and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation, and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on the organization and operation of the member units and the amendments and supplements to these Statutes and Regulations at the proposal of the General Director.

To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with the provisions of law.

i/ To elaborate the Financial Regulation of the Corporation on the basis of the Model Financial Regulation issued by the Ministry of Finance and submit it to the Ministry of Finance for approval before the signing for issuance by the Chairman of the Managing Board.

j/ To request the Minister of Communications and Transport and the Minister-Chairman of the Government Commission on Organization and Personnel to submit to the Prime Minister for decision the appointment, dismissal, commendation or discipline of the General Director.

Through the proposal of the General Director to submit to the Minister of Communications and Transport for decision the appointment, dismissal, commendation and discipline of the Deputy General Directors, the Chief Accountant of the Corporation.

To decide the appointment, dismissal, commendation or discipline of the Directors of the member units of the Corporation at the proposal of the General Director.

To decide the total payroll of the managerial and operational apparatus of the Corporation, and readjust it when necessary at the proposal of the General Director.

k/ To adopt the plan proposed by the General Director concerning the founding and utilization of the centralized funds correspondingly with the business and financial plans of the Corporation.

l/ To examine the plans for capital mobilization (in all forms) and guarantee the borrowings; to examine the plan for liquidation of property of the member units for decision or submitting to the Head of the competent State agency for decision.

m/ To adopt the quarterly, six-month and annual operational reports of the Corporation, and the annual general financial statement (including the balance of assets) of the Corporation and the member units presented by the General Director, and ask the General Director to make public the annual financial statement according to the regulations of the Ministry of Finance.

n/ To issue the Regulation on the safeguard of business secrecy, internal economic information and State secrets as prescribed by law, and as presented by the General Director, for uniform application in the entire Corporation.

3. The Managing Board shall comprise five members to be appointed and dismissed by the Prime Minister at the proposal of the Minister of Communications and Transport. The criteria for persons to be members of the Managing Board are provided for in Article 32 of the Law on State Enterprises.

4. The Managing Board is composed of several full-time members including the Chairman of the Managing Board, the General Director, the President of the Control Commission and a number of part-time members who are specialists in the domain of economics, finance, business administration and law.

5. The Chairman of the Managing Board must not be also General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in the following cases:

a/ Law breaking or violation of the Statute of the Corporation;

b/ Being incapable of assuming the task assigned and the dismissal is requested by at least two-thirds of the incumbent members of the Managing Board;

c/ Resigning for plausible reasons.

d/ There is a decision on his/her transfer or assignment to other task.

7. The Chairman of the Managing Board has the responsibility to organize the performance of the tasks and the exercise of powers of the Managing Board stipulated in Item 2 of this Article.

8. Working regime of the Managing Board:

a/ The Managing Board shall adopt the regime of collective work. It shall meet regularly every quarter to examine and decide issues under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the Chairman of the Managing Board, or the General Director or the President of the Control Commission, or more than 50% of the members of the Managing Board;

b/ The Chairman of the Managing Board shall convene and preside over all the meetings of the Board. When he/she is absent for a plausible reason, he/she shall delegate a member in the Board to chair the meeting on his/her behalf;

c/ The meetings of the Managing Board shall be valid only when at least two-thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present must affix their signatures. Any resolution or decision of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. Any member of the Managing Board may have his/ her reservations about the resolutions or decisions;

d/ When the Managing Board meets to examine questions related to the development strategy, the general plan and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign countries and the annual financial reports and the issue of the systems of economic technical norms and criteria of the Corporation, it must invite the competent representatives of the concerned ministries and branches. In case the meeting deals with an important question related to the local administration, it must invite the representative of the People?s Committee at the provincial level. If the issue relates to the interests and obligations of the laborers in the Corporation, the Managing Board shall have to invite a representative of the Trade Union of the branch to attend the meeting. These representatives may speak but do not take part in the voting. When they discover that the resolutions or decisions of the Managing Board are detrimental to the common interests, they may send a written petition to the Managing Board and at the same time report to the Heads of the agencies which they represent so that the latter may examine and settle the question according to their competence. If necessary the Heads of these agencies may report the question to the Prime Minister;

e/ The resolutions and decisions of the Managing Board are binding on the whole Corporation. If the opinion of the General Director differs from the resolution or decision of the Managing Board, the General Director may express his/her reservation and submit it to the competent State agency for settlement. Pending the resolution by the competent State agency he/she still has to abide by the resolution and decision of the Managing Board;

f/ The operational expenditures of the Managing Board and the Control Commission, including wages and allowances of the members of the Managing Board, the members of the Control Commission and the assistant specialists, shall be accounted into the managerial fees of the Corporation. The General Director shall have to ensure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 16.- Interests and responsibilities of the members of the Managing Board.

1. The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the business efficiency of the Corporation.

The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a/ Under no circumstances shall they place themselves in a position that might restrict the observance of honesty and public mindedness or provoke contradictions between the interests of the Corporation and personal interests.

b/ Under no circumstances shall they abuse their powers for personal interests, or take any action of usurping the business opportunities of the Corporation, or damaging the interests of the Corporation.

c/ Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the Chairman of the Board or General Director of the Corporation are not allowed to use their title to set up a private enterprise, a limited liability company, or a stock company. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with units in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant or Cashier at the Corporation and its member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all resolutions and decisions of the Managing Board. In case they fail to accomplish the tasks assigned, violate the Statute of the Corporation, take wrong decisions or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and pay material compensations for the damage caused by them as stipulated by law.

Article 17.- Assisting body of the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board is assisted by five specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in the observance of the Statute of the Corporation, the implementation of the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 18.- The Control Commission:

1. The Control Commission shall comprise five members headed by a member of the Managing Board assigned by the Board. The four others are appointed, dismissed, commended or disciplined by the Managing Board. One member is an accountancy specialist, another shall be presented by the Congress of Workers and Employees of the Corporation, another presented by the Minister of Communications and Transport, and another presented by the General Director of the General Department for the Management of State Capital and Property at the Enterprises.

2. A member of the Control Commission must not be a spouse, a parent, a child or sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not concurrently assume any other responsibility in the executive apparatus of the Corporation, or hold any position in other enterprises of the same economic and technical branch of the Corporation.

3. A member of the Control Commission must have the following qualifications:

a/ Being a specialist and have a university degree in accountancy, audit or economics and have a deep knowledge of the shipbuilding industry and legal matters;

b/ Having at least five years of experience in the above-mentioned branches;

c/ Have no previous criminal records or convictions related to economic activities.

4. The term of office of the members of the Control Commission is five years. They may be re-appointed, or replaced if they fail to accomplish their task during their working process.

5. The members of the Control Commission shall receive wages and bonuses which are decided by the Managing Board in accordance with the regulations of the State.

Article 19.- Tasks, powers and responsibilities of the Control Commission:

1. To perform the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their observance of law, the Statute of the Corporation, and the implementation of the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and according to specific issue and case on the results of its control and supervisory work; to detect and report in time to the Managing Board any abnormal activities and signs of law-breaking within the Corporation.

3. Not to disclose the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up of the law-breaking acts.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 20.-

1. The General Director shall be appointed, dismissed, commended or disciplined by the Prime Minister at the proposal of the Managing Board, which is submitted by the Minister of Communications and Transport and the Minister-Chairman of the Government Commission on Organization and Personnel. The General Director is the legal person representative of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domains of activity of the Corporation as assigned or empowered by the General Director. He/she takes responsibility before the General Director and law for the tasks assigned or delegated by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the performance of accountancy and statistical work of the Corporation. He/she has the powers and tasks prescribed by law.

4. The Office and the professional and specialized sections shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 21.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of capital (including debts), land, water areas, natural resources and other resources assigned by the State for management and utilization according to the objectives and tasks which the State has assigned to the Corporation. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already ratified by the Managing Board. To suggest to the Managing Board to adjust the capital and other resources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is any change in their tasks.

2. To effectively use, preserve and develop the capital under the plan already ratified by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out and direct the Financial Company of the Corporation to carry out the capital mobilization and lending in service of the capital need of the Corporation and the member units.

3. To work out the development strategy, the long-term and annual plans, the program of action and the plans for the protection and exploitation of the natural resources by the Corporation, the projects for new investment and in-depth investment projects on investment cooperation with foreign countries, the plans for joint venture, the plans for business cooperation of the member units, plans for personnel training, re-training and fostering within the Corporation, and measures for the realization of economic contracts of great value and submit them to the Managing Board for consideration and decision, or to the subsequent submission to the competent State agencies for decision. To organize the realization of the strategy, plans, programs, projects and measures already approved.

4. To run the business activities of the Corporation; to take responsibility for the business results of the Corporation; to carry out the tasks assigned to the Corporation by the State; to take responsibility before the Managing Board, the Prime Minister and law for the stabilization of prices of products of the shipbuilding industry as stipulated by the State.

5. To work out and submit to the Managing Board for approval the economic and technical norms, import-export circulation fee, product criteria, wage unit price, the unit prices and norms in specialized construction in conformity with the common regulations of the branch and of the State. To organize the implementation and inspection of the realization of these norms, criteria and unit prices in the entire Corporation.

6. To propose to the Managing Board to submit to the Minister of Communications and Transport the appointment, dismissal, commendation or discipline of Deputy General Director(s) and the Chief Accountant of the Corporation; to propose to the Managing Board for decision the appointment, dismissal, commendation or discipline of the Directors of the member units; to decide the appointment, dismissal, commendation or discipline of the Deputy Directors and Chief Accountants of the member units, the Directors of dependent units of the member units and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend or discipline the Heads and Deputy Heads of the sections and of the Office of the Corporation.

7. To work out and submit to the Managing Board for approval the total personnel of the managing apparatus of the Corporation, including the adjustment plan in case of a change in the organization and personnel of the managing apparatus of the Corporation and the member units; to establish and personally direct the assisting apparatus; to examine the implementation of the decisions on the personnel of the managing apparatuses of the member units; to submit to the Managing Board for approval the Statutes and Organizational and Operational Regulations of the member units elaborated by the Directors of these units; to ratify the plan for establishing, reorganizing and dissolving the dependent units of the member units, proposed by the Directors of the member units.

8. To work out and submit to the Managing Board for approval the Regulations on labor, wages, commendations and disciplines to be applied within the Corporation.

9. To organize the handling of the Corporation?s affairs according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State agencies the results of the business operations of the Corporation, including the quarterly, half-year and annual reports, the general financial statement and the balance of assets of the Corporation.

The general financial statement must clearly define the part for the centralized accounting of the Corporation, and the part concerning the accountings of the independent-accounting member units. It must be submitted to the Managing Board for adoption. The general financial statement must be based on the documents already certified by the lawful audit agencies.

10. To fulfil and examine the fulfillment by the member units of the obligation of tax payment and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation, and submit it to the Managing Board for approval as provided for by the State.

11. To supply all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board.

12. To submit to the control and supervision of the Managing Board, the Control Commission and the competent State agencies in the realization of his/her executive duties.

13. To have the right to apply measures exceeding his/her jurisdiction in emergency cases (such as natural calamities, enemy sabotage, fires, accidents) and to take responsibility for his/her relevant decisions; at the same time, to report immediately to the Managing Board and competent State agencies for subsequent settlement.

Chapter V

THE LABOR COLLECTIVE IN THE CORPORATION

Article 22.- The Congress of Workers and Employees of the Corporation is the direct form for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To participate in the discussion on the elaboration of the collective labor arrangements for the representative of the labor collective to negotiate and sign it with the General Director.

2. To discuss and adopt the regulations on the utilization of the funds directly related to the interests of the laborers in the Corporation.

3. To discuss and make suggestions to the general plan, plans and the evaluation of the business results, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and environmental hygiene, as well as to the training and re-training of laborers in the Corporation.

4. To present candidates to the Managing Board and the Control Commission.

Article 23.- The Congress of Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 24.-

1. The Corporation has its member units which are independent-accounting State enterprises, dependent-accounting units and non-business units. The list of the member units at the point of the establishment of the Corporation is enclosed in an appendix to this Statute.

2. The member units of the Corporation have their own seals, are allowed to open their accounts at the State Treasury and banks in conformity with their modes of accounting.

3. The member units of the Corporation which are independent-accounting enterprises and dependent-accounting units shall have their own Organizational and Operational Statutes. The non-business units of the Corporation shall have their own Organizational and Operational Regulations. These Statutes and Regulations shall be ratified by the Managing Board in conformity with law and the Statute of the Corporation.

Article 25.- With regard to the member units which are independent-accounting State enterprises:

1. The independent-accounting State member enterprise of the Corporation has the right to business and financial autonomy, is bound in interest and duties to the Corporation according to the provisions in this Statute.

2. The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

a/ To empower the enterprise?s Director to manage and run the operations of the enterprise in conformity with its Statute already ratified by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation and before law for the activities of his/her enterprise;

b/ To appoint, dismiss, commend and discipline the Director and the Deputy Director(s) and Chief Accountant;

c/ To ratify the plans, to inspect the execution of the plans, the financial statement, and property liquidation; to define the amount to be deducted for the reward and welfare funds of the enterprise as prescribed by the Financial Regulation of the Corporation;

d/ To deduct part of the capital depreciation fund and the after-tax profit according to the Financial Regulation of the Corporation for the establishment of centralized funds of the Corporation for use in re-investment and the execution of the investment projects at the member units.

e/ To ratify the plans and programs for expanded investment and in-depth investment, joint venture, supplement or retrieval of part of the capital, assignment of stocks under the management of the Corporation being held by the various member enterprises;

f/ To regulate the financial sources, including foreign exchange reserves, among different member units aimed at achieving the highest results in the use of capital in the Corporation on the basis of ensuring that the total assets of the enterprise from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of that enterprise;

g/ To ratify the form of wage payment, the wage unit price and the measures aimed at ensuring the livelihood and the working conditions for the workers and employees of the enterprise;

h/ To decide to expand or reduce the scope of business operation of the member enterprise under the common development strategy of the Corporation;

i/ To ratify the Organizational and Operational Statute of the enterprise including the assignment of power to the Director of the enterprise concerning the organization of the managing apparatus of the enterprise; recruitment, commendation, promotion and discipline of workers and employees; the level of credits (borrowings, lendings, buyings and sellings with deffered payments); buying and selling of fixed assets; buying and selling of stocks of the stock companies, buying and selling of patents of inventions, innovations and technological transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as defined by the Law on State Enterprises;

j/ To control the operations of the enterprise, and ask it to report on the financial situation and the results of its business operations;

Article 26.- The members of the Corporation which are independent-accounting enterprises take responsibility for the debts and commitments within the capital managed and used by the enterprises. More concretely:

1. In the development investment strategy:

a/ The enterprise is assigned the task of organizing the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to carry out those projects;

b/ The enterprise can invest on its own in the development projects outside the projects directly managed by the Corporation. In this case, it shall mobilize fund by itself and take financial responsibility.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a/ Ensuring the norms and objectives as well as the major balances in domestic and imported raw materials and materials; the main technical and economic norms, unit prices and prices of the enterprise in accordance with the overall plan of the Corporation; the enterprise must organize the check and test of different kinds of purchased raw materials and materials to ensure that they meet the criteria for quantity, norms and quality before they are stored and it must closely control the use of materials according to the set level. The use of raw materials and materials must be clearly recorded and closely inspected;

b/ The plan for business expansion based on the optimum use of all resources in the possession of the enterprise or mobilized by itself in conformity with the needs of the market;

3. In financial operations and economic accounting:

a/ The enterprise shall be assigned part of the capital and other resources allocated by the State to the Corporation which is reassigned by the Corporation to the enterprise. The enterprise has the duty to preserve and develop the capital and these resources.

b/ The enterprise is entitled to mobilize fund and other credit sources as prescribed by law in order to carry out its business plan and development investment plan.

c/ The enterprise is entitled to establish its capital construction investment fund, the production expansion fund, the reward fund, the welfare fund, and the financial reserve fund according to the Financial Regulation of the Corporation. The enterprise has the duty to deduct its budget to contribute to the centralized funds of the Corporation, and is entitled to use these funds as defined in the Statute of the Corporation and the decisions of the Managing Board.

d/ The enterprise shall have to pay taxes and fulfil other financial obligations (if any) as prescribed by law.

e/ The enterprise may be empowered by the Corporation to carry out contracts with customers inside and outside the country on behalf of the Corporation.

4. In the domain of organization, personnel and labor:

a/ The enterprise may propose to the Corporation to consider and decide, or it may be empowered by the Corporation to decide the establishment, reorganization and dissolution of dependent units, and the organization of the managing apparatus of the enterprise as defined in the Statute of the Corporation and the enterprise?s own Statute;

b/ Within the payroll frame allowed by the Corporation the enterprise is entitled to recruit, employ or lay off workers and employees in its managing and business apparatus. The appointment or dismissal of person to or from the posts in the managing apparatus of the enterprise and its dependent units as well as the designing and application of the wage and salary system shall comply with the responsibility assignment of responsibilities to the Corporation as defined in this Statute;

c/ The enterprise has the responsibility to care for the human resource development in order to ensure the realization of the development strategy and the business tasks of the enterprise; to care for the improvement of the working and living conditions of the laborers as provided for by the Labor Code and the Law on Trade Union.

Article 27.- The members which are dependent-accounting units:

1. They have the right to business autonomy as assigned by the Corporation, and are bound in obligations and interests to the Corporation. The Corporation takes final responsibility for the financial obligations arising from the commitments of these units.

2. They are entitled to sign economic contracts, take the initiative in undertaking business activities, and in financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes ratified by the Managing Board.

Article 28.- The non-business units shall have their own Organizational and Operational Regulations ratified by the Managing Board; shall implement the regime of balancing expenditures and revenues, be partly supported by the State budget, be entitled to create sources of revenues from the provision of services, and execution of contracts on scientific research and training for units inside and outside the country, are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 29.-

1. The Financial Company is an independent-accounting member enterprise of the Corporation, operating under law and the guidance of the Governor of the State Bank, and according to the Organizational and Operational Statute ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company shall have to mobilize and lend capital to meet the capital demands of the Corporation and member units through preferential credit loans of the Government, commercial credits of the banks and financial institutions inside and outside the country. It can issue bonds and stocks, enterprise bonds; construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize idle capital of the workers and employees within the Corporation and the units in the shipbuilding industry outside the Corporation.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and performs other services as prescribed by the Statute of the Company and the Regulation on the Financial Company within the Corporation, issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital of the Financial Company on the principle of borrowing and repaying, apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation under the authorization of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section 1. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 30.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt and decide the plan for capital contribution worked out by the General Director or submit it to the Head of the competent State agency for decision.

2. At the proposal of the General Director, to appoint, dismiss, commend or discipline the persons directly managing the capital of the Corporation at the enterprises to which the Corporation has contributed capital.

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises and take responsibility for the efficiency in the use, preservation and development of the capital already contributed, and collect profits from the capital contributed by the Corporation to other enterprises.

Article 31.- Rights and obligations of the persons directly managing the capital contributed by the Corporation to other enterprises.

1. To hold managerial or executive posts at the enterprises having capital contributed by the Corporation under the Statutes of those enterprises.

2. To monitor and supervise the operations of these enterprises.

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the use of the capital contributed by the Corporation to these enterprises.

Section 2. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT-ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 32.- An independent-accounting member enterprise can contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises the Director has the rights and obligations in managing this capital as follows:

1. To work out the capital contribution plan for the General Director to submit to the Managing Board of the Corporation for approval.

2. To appoint, dismiss, commend and discipline the persons directly managing the capital at other enterprises.

3. To supervise and examine the use of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed by the enterprise to other enterprises.

Article 33.- Rights and obligations of the persons directly managing the capital contributed by the enterprise to other enterprises:

1. To assume various managerial or executive posts at the enterprises having capital contributed by their enterprise under the Statutes of these enterprises.

2. To monitor and supervise the situation of the business operations of the enterprises to which their enterprise has contributed capital.

3. To observe the regime of reporting defined by the Director; to take responsibility before the Managing Board and the General Director of the Corporation and the Director for the efficiency in the use of the capital contributed by their enterprise to the enterprises where they are assigned to take part in the managerial or executive work.

Section 3. JOINT VENTURE UNITS

Article 34.- The joint venture units in which the Corporation or its member units take part shall be managed, run and shall operate under the Law on Foreign Investment, the Company Law, and other relevant laws of Vietnam. The Corporation or its member enterprises shall exercise their rights and perfrom their obligations and responsibilities over their contributed capital in these joint ventures in accordance with the provisions of law and the already signed contract.

Chapter VIII

FINANCE OF THE CORPORATION

Article 35.- The Corporation adopts the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises, other provisions of law and the Statute of the Corporation.

Article 36.-

1. The statutory capital of the Corporation is composed of:

a/ The capital assigned by the State at the time of the founding of the Corporation;

b/ Additional investment capital provided by the State (if any);

c/ Deduction from the after-tax profit to supplement the capital according to current regulations;

d/ Other sources (if any).

2. At each increase or decrease of the statutory capital, the Corporation shall have to adjust in time its capital in the balance sheet, and make public the prescribed capital of the Corporation after readjustment.

Article 37.-

1. The Corporation may establish and use the centralized funds to ensure high efficiency of the development process of the whole Corporation.

2. The centralized funds of the Corporation are established according to the regulations of this Statute. They comprise:

a/ The development investment fund, established from the capital depreciation funds and the deducted profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises and from other sources.

The capital depreciation funds and the profits from re-investment of the dependent-accounting units of the Corporation shall be concentrated at the Corporation for investment according to the annual plan.

At the proposal of the General Director, the Managing Board shall decide the mobilization of the capital depreciation funds from the independent-accounting member units of the Corporation for their centralized investment on the principle of recording lower capital for the mobilized units or on the principle of borrowing and repayment at the internal interest rate which must not be lower than the tax rate of the capital use. The concrete interest rate shall be decided by the Managing Board. The Corporation shall not mobilize the capital depreciation funds of the fixed assets the debts of which have not been paid.

b/ The centralized scientific research and training funds to be allocated to the units entrusted with scientific research, the training and retraining of officials and employees in the whole Corporation is formed by the deduction from the production development funds of the member units and the non-business fund for training from the State budget (if any) and other sources, including those collected from the provision of services and the execution of scientific research and training contracts signed with the enterprises and non-business units inside and outside the country;

c/ The financial reserve fund, the reward fund and the welfare fund are set up under the guidance of the Ministry of Finance.

3. The concrete level of deduction and remittance of the above funds and their management and use are defined in the Financial Regulation of the Corporation.

Article 38.- Financial autonomy of the Corporation.

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources, including the capital contributed to other enterprises.

2. It takes the responsibility for paying the debts recorded in the balance sheet of the Corporation and other financial commitments (if any).

3. It controls and supervises the financial operations in the whole Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with deferred payment, guarantee) between the Corporation and the partners outside the Corporation must comply with the following principles:

a/ A credit amount for each borrowing equivalent to 10% or less of the statutory capital of the Corporation shall be decided by the Corporation;

b/ A credit amount for each borrowing equivalent to 10% or more of the statutory capital of the Corporation must be agreed upon by the Minister of Finance.

c/ The total debts from all borrowings must not exceed the level set for the Corporation by the Ministry of Finance.

5. The Corporation shall have to elaborate, register and submit its financial plan, the financial reports and the balance sheets to the competent State agencies, and submit its annual final balance of accounts to the Ministry of Finance, which shall examine and ratify the annual account balancing of the Corporation.

6. The Corporation shall have to pay the taxes and other remittances in accordance with the current law and the Financial Regulations of the Corporation, excluding the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties toward the State in accordance with current regulations.

7. The profit earned by the Corporation or member units from the capital contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid it before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation and the relationship in financial operations between the Corporation and the member units shall be effected in conformity with the Statute and Financial Regulation of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civil relations is limited to the total capital of the Corporation made public at the latest point of time.

10. The Corporation has to strictly observe the Ordinance on Accountancy and Statistics, the current regulations on accountancy and financial reports for State enterprises.

11. The Corporation submits to the control and supervision in financial matters and business operations by the competent State agencies as prescribed by law.

Chapter IX

RELATIONSHIPS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 39.- Relationships with the Government:

1. To abide by law, and strictly observe the Government?s regulations related to the Corporation and State enterprises.

2. To carry out the plan and strategy for the development of the Corporation in the overall plan and strategy for the development of the branch and territorial development of the State.

3. To observe the regulations on the founding, splitting, merger and dissolution; the policies on organization and personnel; the regulations on finance, credit, tax and profit earning; and the regulations on accountancy and statistics.

4. To be subject to the examination and inspection of the observance of law, undertakings, policies and State regulations at the Corporation.

5. To be entitled to make proposals on solutions, mechanism and the managerial policy of the State concerning the Corporation.

6. To be entitled to manage and use the capital, properties, land and other resources assigned by the State in order to perform the business tasks and to have the obligation to preserve and develop these resources.

7. To benefit from the regimes of allowances, price subsidies and other regimes as provided for by the Government.

Article 40.- Relationships with the Ministry of Finance:

1. The Corporation is subject to State management by the Ministry of Finance in the following aspects:

a/ Abiding by the financial, accounting and tax regulations and the regulations on the organization of the accounting and statistics apparatus.

b/ The financial audit and internal audit system within the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to perform a number of functions of the owner, controlling the Corporation in the following aspects:

a/ Determining the capital, natural resources and other resources assigned by the State to the Corporation for management and use;

b/ Inspecting the effective use, preservation and development of the allocated capital and other resources during the process of operation reflected in the annual balance of accounts;

c/ To ratify the annual balance of accounts of the Corporation;

d/ To ratify the Financial Regulation of the Corporation before it goes to the Chairman of the Managing Board for signing and promulgation.

3. The Corporation must submit itself to the control and inspection in the financial and other domains by the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation. It may request the Ministry of Finance to ratify and organize the transfer of properties of great value, joint ventures with foreign countries and other economic sectors, the above-norm credit relations, the fulfillment of financial obligations, the distribution of after-tax profits, the liquidation of properties of the Corporation, the supplementation of the State budgetary capital to the Corporation.

Article 41.- Relationships with the Ministry of Communications and Transport:

1. With its function of State management in the economic-technical field, the Ministry of Communications and Transport shall control the Corporation in the following aspects:

a/ Issuing product criteria; technological norms, including imported detached and complete equipment; technical-economic criteria of the branch level, and directly inspecting and supervising the Corporation in the realization of these criteria and norms;

b/ Working out and issuing the general plan and orientation for technical-economic development of the economic-technical branch and directly controlling the Corporation in the realization of these programs;

c/ The Corporation takes responsibility for the realization of the above regulations of the Ministry of Communications and Transport and is entitled to make proposals to the Ministry on the related contents mentioned above.

2. In accordance with the task assigned by the State to perform a number of functions of the owner, the Ministry of Communications and Transport shall control the Corporation in the following aspects:

a/ Presiding over, in coordination with the Government Commission on Organization and Personnel to submit to the Prime Minister, proposals for the appointment, dismissal, commendation or discipline of member(s) of the Managing Board and the General Director of the Corporation.

b/ Appointing, dismissing, commending or disciplining the Deputy General Director(s) and the Chief Accountant of the Corporation at the proposal of the Managing Board, and nominating a representative of the Ministry to the Control Commission of the Corporation;

c/ Joining the Ministry of Finance in the allocation of capital and other resources to the Corporation, inspecting the activities of the Corporation. The Corporation shall have to comply with the reporting regime in accordance with the regulations of the State and as required by the Ministry of Communications and Transport;

d/ Directing the Corporation in ensuring the major balances assigned by the State to the Corporation and the stabilization of the products? prices as stipulated by the State;

e/ The Corporation shall also submit to the control, inspection and supervision by the Ministry of Communications and Transport within the scope of the latter?s other functions as stipulated by law.

Article 42.- The other Ministries, the other ministerial-level Agencies, the other Agencies attached to the Government, in their capacity as State management agencies, shall make recommendations to the Corporation in the following areas:

1. Observance of the technical-economic norms, product criteria, product quality in conformity with the branch?s criteria and related national criteria.

2. Observance of the stipulations on environmental protection.

3. Taking part in the evaluation of the investment projects according to the strategy and plan for development of the economic-technical branch and general plan according to the economic zones.

4. Observance of the stipulations on external relations and import-export.

5. Ensuring the performance of the interests and obligations with regard to the laborers as prescribed by law.

6. The Corporation shall submit to the control and supervision of these agencies in the areas according to their functions prescribed by law.

Article 42.- With regard to the local administration which acts as State management agency in the area, the Corporation shall submit to the former?s State management and observe the administrative regulations and fulfil its obligations toward the People?s Councils and the People?s Committees at various levels as prescribed by law.

Chapter X

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 44.- The reorganization of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 45.- The Corporation shall be dissolved when the Prime Minister deems it unnecessary to maintain it. The procedures for and order of the dissolusion of the Corporation shall follow the current prescriptions of law. The remaining property of the dissolved Corporation after payment of the debts due under provisions of law shall revert to State ownership.

Article 46.-

1. The reorganization, splitting, merger, dissolution and establishment of independent-accounting member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

2. The procedures for and order of the reorganization, splitting, merger, dissolution and establishment of dependent-accounting member units of the Corporation and of the dependent-accounting units attached to the member units of the Corporation shall comply with the prescriptions of law at the proposal of the General Director and must be considered for signing and approval by the Managing Board.

Article 47.- The Corporation shall admit State enterprises in the shipbuilding industry as its member units on one of the following principles:

1. By appointment of the Prime Minister

2. The Minister of Communications and Transport shall decide with regard to enterprises under its management and report this to the Prime Minister.

3. With regard to the enterprises not attached to the Ministry of Communications and Transport, they must apply for membership of the Corporation and get a written approval of the Head of the immediate higher managing State agency who shall submit it to the Managing Board of the Corporation for consideration before it is further submitted to the Prime Minister for decision.

Article 48.- When the Corporation and its member units lose their capability of paying due debts they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 49.- This Statute applies to the Vietnam Shipbuilding Industry Corporation. All individuals and member units in the Corporation shall have to comply with this Statute.

This Statute takes effect from the date of the signing of the promulgation Decree.

Article 50.-

1. Basing themselves on the Law on State Enterprises and this Statute of the Corporation, the member units of the Corporation shall draft their own Statutes or Regulations on their organization and operation, and the General Director shall submit them to the Managing Board for ratification. The Statutes and Regulations of the member units of the Corporation must not be contrary to this Statute.

2. If the need arises to supplement or amend this Statute, the Managing Board shall submit it to the Prime Minister for decision.

If the member units of the Corporation need to amend or supplement their own Statutes or Regulations on organization and operation, the General Director shall have to submit the proposal to the Managing Board for decision.

Article 51.- In case the earlier documents of the Government, the Ministries, the ministerial-level Agencies, the Agencies attached to the Government, the People?s Committees of the provinces and cities directly under the Central Government and the Decision on the Establishment of the Member Enterprises provide otherwise, the Statute of the Corporation shall be complied with.

On behalf of the Government

The Prime Minister

VO VAN KIET

APPENDIX
(issued together with the Statute on the Organization and Operation of the Vietnam Shipbuilding Industry Corporation)

I. LIST OF INDEPENDENT-ACCOUNTING MEMBER UNITS OF THE VIETNAM SHIPBUILDING INDUSTRY CORPORATION

(at the time of the establishment of the Corporation)

1. The Bach Dang Shipyard,

2. The Song Cam Shipyard,

3. The Ben Kien Shipyard,

4. The Tam Bac Shipyard,

5. The Ha Long Shipyard,

6. The Song Lo Shipyard,

7. The Pha Rung Sea-going Vessel Repairing Factory,

8. The Nam Trieu Sea-going Vessel Repairing Factory,

9. The Sea-going Vessel and Oil Rig Repairing Factory,

10. The Saigon Shipyard,

11. The Song Han Shipyard,

12. The Shipbuilding and Water Transport Means Repairing Factory No.76,

13. The Nam Ha Shipyard,

14. The Electronic Communications and Transport Equipment Company,

15. The Ship Material and Equipment Import-Export Company,

16. The Ship Dismantling and Discarded Materials Exporting Company,

17. The Construction and New Technology Application Company,

18. The Bien Dong Transport Company,

19. The Industrial Gas and Ship Dismantling Company,

20. The Investment Consultancy and Shipbuilding Development Company,

21. The Communications and Transport Engineering Design Reasearch Company,

22. The Financial Company (to be founded for the first time).

(There are in all 20 independent-accounting member enterprises).

II. JOINT VENTURE ENTERPRISES WITH CAPITAL CONTRIBUTED BY THE CORPORATION

1. The Vietnam-Republic of Korea Ship Dismantling Joint Venture (VISKO),

2. The Baikan Sea Transport Joint Venture (VASCO),

(These two joint ventures have capital contributed by the Corporation).-